


Motel Room

by Moth1988



Category: Sam & Max
Genre: Aftercare, Anal Fingering, Anal Sex, Awkward Conversations, Awkward Crush, Awkward Tension, Belly Rubs, Bottoming from the Top, Comfort No Hurt, Communication, Dirty Talk, Emotional Sex, First Time, Gentle Sex, Grinding, Guilt, Idiots in Love, Light Angst, Loss of Virginity, Love Confessions, Lube, M/M, Masturbation in Shower, Morning After, Not Actually Unrequited Love, Overstimulation, Pining, Praise Kink, Sharing a Bed, Sloppy Makeouts
Language: English
Status: Completed
Published: 2020-06-04
Updated: 2020-06-04
Packaged: 2021-03-03 19:53:12
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 12,787
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/24531097
Author URL: https://archiveofourown.org/users/Moth1988/pseuds/Moth1988
Summary: After being forced to stop at a seedy motel for the night, the two are forced to resolve the awkward tension that hangs between them.Sequel to "Bruises" !
Relationships: Max/Sam (Sam & Max)
Comments: 7
Kudos: 134





	Motel Room

**Author's Note:**

> I'd like to start off by apologizing for the sheer length of this one, I have absolutely no idea how it reached over 10k words lmao ! 
> 
> I know I repeated a few motifs I've utilized in previous works, but consider this a sort of rewrite lmao ! Not to say this isn't an entirely different narrative between the two, though! 
> 
> I really should write a singular, cohesive first-time for them haha! Consider this an attempt at that! :)
> 
> I hope you all enjoy!

"Damn, alright..."

Max blinks his eyes open, rubbing away the sleep and taking in his surroundings. He looks around, vision still a bit blurry when he yawns in a clouded confusion. "Sam?"  
  
Oh, right, they're still in the DeSoto.

He can tell that much from looking around at the dim surroundings, but he's practically blind otherwise.

That's odd, it was already dark out? Sam _hated_ driving at night, and he wracks his brain to remember why they're doing just that. He shifts his weight when he feels a faint sense of discomfort settled deep in the pit of his stomach. What's _that_ about? And why was his fur so sticky?

He chokes on his yawn halfway through it, coughing just enough to wake him up entirely.

Ahh, that's right...

Sam must have put him back in the seat next to him after he passed out, even buckling him up. How sweet is that? 

What a guy, huh? 

The inside of the car is dark, dark enough to tell him that no, they had _not_ almost been home like Sam had first thought. "Oh, uh," He hears a gruff voice say, and it's sweet but distracted. Sounds a bit stressed, too. "G'mornin', Max."

The lagamorph unbuckles himself, sitting up on his knees and squinting through the darkness at his partner who's assumably still eyeing the road ahead. He blinks past the dark, looking out and noticing that they're on a paved road now, different from the one they had been on when he'd first fallen asleep. It's lined with glowing streetlights, the kind that flicker just enough to show that a city is nearby. 

So they're headed _somewhere_ , at least, although he doesn't much recognize their surroundings. 

He yawns again, brief in respite. He must've only been out for a couple of hours, because he feels _far_ from rested. "Where are we?" He says through his yawning, rubbing at his eyes again as though it'll help clear away the darkness muddling his vision. He never could see in the dark too well, everything's just vaguely blurry and the streetlights are too dim to provide any sort of help at all. 

Sam's voice cuts through it, and although he can't really see him, he knows he's probably watching the road with the attentiveness of a good driver like he always does. "Pretty lost, pal." He laughs. "I uh, think this road leads to a town nearby, though." He yawns in return, and Max just blinks up at where he assumes Sam is. Poor guy sounds _exhausted_. "I'm thinking we stay at a motel or somethin'."

Max grins. "Oh, that sounds _fun_! I love motels!" He hears another yawn and reaches around blindly til he feels Sam's arm and gives it a comforting stroke. "Do ya want me to drive, Sam?" 

His pal laughs again, loud amongst the hush that'd settled over them. "Thanks, Max, but I don't think so."

He groans. "Awhh, _c'mon_ , Sam! You're too tired to drive, it ain't safe! Think about the kids!"

Sam laughs again. "Kids? And since when have you cared about safety, Max? Besides, I've driven through worse."

Max can't help but giggle at that, the persistent ache in his stomach a lasting reminder of what went on earlier. "Heh, sure have, haven't ya?"

It's quiet in the car, probably because the both of them are pretty exhausted and Max isn't too sure of what to say, especially following what took place a couple of hours ago. It's almost awkward, but he's too sleepy to care at the moment. Or maybe it's just his persistent craving for affection that keeps him from feeling guilty enough to distance himself.

He always got this way when he was too tired, and his affectionate tendencies are only heightened by the heat thrumming underneath his fur, still radiating in a sort of afterglow.

It's almost _nice_ , a comfortable sort of warmth that has his mind swimming and eyes heavy, but...

His stomach twists uncomfortably, and he's not entirely sure it's just the aftermath of earlier. 

He feels _bad_ , and that feeling's rare for him. He isn't used to feeling guilty enough for it to actually eat at him, and he can't say it's anything comfortable or pleasant.

He doesn't regret what happened earlier, _God_ no. But what if Sam _did_? What if he just helped him out because he felt bad for him? What if the big guy only lended a hand because he begged him to? The thoughts swimming around in his clouded mind have his heart sinking, and he can't do much at all to push away the biting guilt.

It's _stupid_ , so stupid that he's acting like a lovesick kid or somethin' like that. 

Though Max will admit, even despite the guilt gnawing away at his gut... it is a bit unnerving when he can't _see_ the guy, so he doesn't let go of his arm. Doesn't like him being out of sight for so long, even when he knows Sam is just next to him. He scoots closer, just a little bit, and rests his head against Sam's side. He feels one hand ruffle at the fur on his head before it's back on the wheel. "Ya tired, pal?"

Max bites back another yawn. "Nah, 'm fine, Sam. I can wait til' we reach town. Ya think we're close?" 

Sam taps at a screen on the front of the dashboard and Max winces at the sudden flood of light. "According to this map we are, says this road leads into some town with a motel. Don't know much else about it," He laughs. "But I'll settle for that, it was the closest thing I could find." 

"Where'd we end up, anyway? I thought ya said ya turned on autopilot or somethin' like that." 

Sam shrugs and glances at him with a small smile, bathed in the white light of the LED screen. It ain't fair that the guy looks so good, even in the washed-out glow. No wonder his stomach's still doing little flips. "Well _sure_ , pal, but I don't think autopilot has built-in navigation, in hindsight. Guess I got kinda distracted." He laughs. "Just kinda drove down that road for," He coughs, eyes averting back to the road as he tugs once or twice on his collar. "Uh, _however_ long it took." 

The lagomorph can't help but giggle at the tinge of embrassment on his pal's face. "Heh, guess that makes sense, Sam." He hums, then eyes the blinding screen with squinting eyes as they slowly get used to the glare of artificial light. Maybe it's just the sleepiness that's still lingering, but he can't remember the DeSoto ever having a GPS function. "Hey, have we always had this?" 

Sam rubs at the back of his neck sheepishly. "Uh, about that... I was fiddlin' around with the autopilot when ya fell asleep. Guess it's always been there, just didn't know about it 'til now." He chuckles. "Ain't that funny? Never noticed the thing before, guess it just took a bit of messin' around to see it. Would've helped us out _earlier_ , but I ain't gonna question it." 

Max hums, arms wrapping around Sam's upper arm and nuzzling into it. "Y'know; I woulda helped if ya woke me up, Sam."

The canine just smiles. "Nah, ya just looked too peaceful. Besides, it didn't take too long to figure it out, anyhow." 

The screen dims briefly before it goes into a sort of sleep-mode entirely. His eyes welcome the darkness, and he blinks the spots from his vision. From what Max saw beforehand, they aren't too far from the motel. The thing is just straight down this road.

He yawns again, eyes fluttering shut when he does. "Seems we're about fifteen minutes out, tellin' from the map." Sam mumbles, and Max just nods in response. 

Fifteen minutes, huh? 

He can probably stay up through that, they ain't far...

* * *

Or, that's what he thought, seems like he kind of failed at doing so when Sam's suddenly nudging his shoulder and bringing him out of sleep.

Once he comes to his senses, he's realized the car's stopped and Sam's beside him with the passenger door hanging open. "Hey, pal, we're here." Sam whispers, and Max groans in annoyance, rubbing at his eyes when he opens them. Sam's smiling down at him, and he chuckles to himself when Max finally opens his eyes. "Whatever happened to not sleepin', Max?" He ruffles the fur on his head again. "Still tired from earlier, huh?"

"Don't know what you're talkin' about, Sam. I'm wide awake!" He yawns, stifling it with his hand. "Am _now_ , at least. Guess I only needed fifteen more minutes!"

He climbs out of the car, hopping down and taking a look up at the motel. 

Looks like it's fallin' apart, in all honesty. Straight out of some campy horror film.

He looks down at the shining asphalt and watches the swimming colors. Looks like it rained recently, too. 

The glaring neon lights flicker in the shallow puddles littering the place, lighting up the seemingly vacant parking lot with a splattering of bright colors. Place looks a _wreck_ , like no one's been here in years, but the sign flickers with the promise of open vacancies. Who is he to question a sign as bright as that one?

It's humid outside, and the dampness that clings to his fur is almost stifling. It must've just stopped raining when they reached town, the air still smells heavily of petrichor with the faintest hint of mildew.

He whistles, taking in the sorry sight. Seems to have a lot of rooms, at least, two rickety stories displaying the abundence. He can only see one or two battered cars loitering in the parking lot, though, despite the amount of empty rooms. Max always loved visiting seedy motels like this one, much to Sam's chargrin. They always made you feel like you've stepped into somewhere eerily familiar, even though you've never been there at all. Honestly, he loves the strange feeling, but Sam's always found it more unnerving than anything. 

" _Wow_ , Sam! Thought ya hated places like this!" He spins around to face his partner. "Looks fun, though! Ya ready to head inside?"

The canine slams the old car door shut, and comes to join him with his hands stuffed into his pockets. He eyes the building in return. "Mhm, ain't _my_ kinda scene but," He shrugs. "Y'know, closest thing and all. I'm not too picky." He pats Max on the head and the lagomorph grins up at him at the affection.

He can't help it. He'd never tell Sam this, but he's always been a bit touchy whenever he comes down from a particularly heated night. Or encounter, as rare as those may be. He _thrives_ off of affection, and he ain't ashamed of that. He can still feel areas of his skin flushing pink, and it had to have only been an hour or so since he'd fallen asleep against Sam's chest. He can remember how the poor guy's heart was racing, but had started to slow down once Max eventually drifted off. Something about that had made him giddy, like he was proud of the fact that he could get Sam's heart racing that badly.

Focusing on _that_ , he can almost forget about the guilt completely.

He's still kinda sore from earlier, hips bruised and backside aching just the slightest bit. That, and he's still got various contusions littering his body like a particularly colorful oil painting, pinkish and purple bruises against his stark-white fur. Definitely looks like they got up to _something_ tonight.

The bruises ain't too bad, but the ache of them is starting to settle in. He swears every piece of him has some sort of ache to it right now, and his eyes are still heavy from an interrupted and brief nap.

He's utterly exhausted, to put it lightly, and still glowing from the orgasm of the century. Best one _he's_ ever had, that's for sure.

Sam pats him on the shoulder before walking ahead of him. "Let's go, pal, get to bed as fast as we can so we can head out early in the morning."

When they walk in the doors, Max can't help but shiver, and not just at the temperature change from a suffocating heat to an overused AC. The place is downright _creepy_ , even he'll admit that. Looks like no one's stayed here for years, though he knows that can't be right if the place is still open. The musty smell is all the more strong in here, and he wrinkles his nose at the overpowering stench of it.

The big wooden desk at the front is the only thing in the room that's _not_ worn-down and washed out under the fluorescents. The faded off-white of the peeling wallpaper certainly doesn't help the drab facility, either, just adds to the utter desolation of the place. There's a couple of old and faded portraits hung around, but they only make it all the more eerie. The entirety of it has the stench of mildew hanging on his fur, and he groans inwardly knowing it's absolute hell to get out. He's gonna smell like this place for _days_ , and he ain't looking forward to it.

Whole place kind of makes him feel dirty, and he can't repress a shiver that crawls up his spine when he takes in the peeling wallpaper and age-old carpet underneath his feet.

There's a woman at the clunky desk upfront, tapping away at an even clunkier laptop. Swears that's just about the newest thing in the entirety of the motel when the two of them walk up. The whole thing looks straight out of the 90s, like a spot frozen in time.

"Uh," Sam clears his throat. Guy's never been the best in social situations. Sure, their 'business' had been helping as of late, but they hadn't been doing the whole freelancing gig for long and Sam had always been charmingly awkward. "'Scuse me, ma'am, can we get a room?" 

Max glances up at him and tries not to look completely and hopelessly giddy.

They'd only had to stay in places like this one or twice before, and they'd always gotten just one room together. It's more cost-efficient that way, and besides, they'd been living together for almost a year now. Nothing's changed, but now the request just hits him differently after what went down between them about an hour or two before.

It's no big deal, of course, and he blames the flippant giddiness on the after-glow that makes the ache of his stomach feel almost warm. 

The women averts her eyes from the screen, and everything about the broad is just screaming the fact that she doesn't want to be there. She sighs, deep and tired when she shifts her gaze on the two of them. It makes his fur stand on end, the way her eyes size them up with an awfully piercing gaze. "Just one room?"

Max watches Sam swallow hard, eyes darting to him and then back to her. "Uh, well," He stammers, fiddling with his tie. 

Max grins at her. They don't owe the nosey broad any sort of explanation. " _Yep_! Just one room! How much will it be?" 

The woman gives a brief nod, eyes back on her screen, droning away on her keyboard. "Mhm, that'll be $50. Cash or credit?"

Sam reaches into his pocket, pulling out a portion of what they earned on their last case. "Cash." He hands it to the woman, who takes the folded paper bills and shoves them into the nearby register before pulling out something plastic and rectangular. 

"There ya go," She says without an ounce of enthusiasm in her flat tone, eyes only briefly drifting away from her screen. "Have a nice night, checkout's at 8 am. Your room's upstairs." 

He nods, ushering Max to follow him. "Thanks." He mutters, and Max follows him to their room. 

They head outside, up the small set of stairs slick with rain and up to the number that matches the one on the flimsy room key. The door creaks open, and the light flickers on tentatively when Sam flips the switch next to it.

The room lights up in a yellow-toned glow. Place is a lot _smaller_ than he expected, and it doesn't take him long to see why.

Sam groans, pawing at his face with a singular hand.

There's only one bed. 

Guess Max knows why the woman seemed so judge-y earlier.

"Hey, it's okay, Sam!" He bounds over to the bed, flopping down on it and beaming with newfound optimism. "I don't take up a whole lotta room anyhow!" 

Sam makes his way over to the bed, sitting down next to Max and smiling a small smile. "Suppose that's true, little buddy. I don't mind sharing the bed with ya, pal." He reassures with a tired laugh, petting Max on the head and looking around the room. "The whole place is just," He shivers, looking around the compact room with it's yellowing wallpaper and water-damaged ceiling. "Not my kinda place, I guess."

Max smiles up at him. "It's not _so_ bad! Sure, it's a little creepy..." He trails, noting the odd creaking of age-old walls and loud whirring radiator in the corner. He gets why Sam doesn't love the place, it's pretty dreary. It has a nice bed, though, it's gotta be at least a queen-sized and should fit the both of them easily. "But, hey! It's better than nothin', right?"

Sam laughs. "Right you are, little buddy." He yawns, arms stretching on either side of him, and sure, maybe it's just the afterglow... 

But man, has Sam _always_ looked this good with his shirt untucked?   
  
It Makes Max's eyes wander more than he'd like to admit, and he can't quite keep them on his pal's face. He gulps, feeling his face burn and stomach flutter at the sight.

Damn, okay, _maybe_ sharing a room's going to be a bit harder than he first thought.

Now that he gets a good look at the guy, he must've left his coat in the car. His well-worn dress shirt is rolled well above his forearms and his collar is unbuttoned at the top, just about three or maybe four buttons down. It exposes a hint of the fur on his chest, thick and downy, but it's certianly more than Max has ever seen before. It's innocent, and he knows he shouldn't be as nervous as he is, but the little bit of fur has got his stomach twisting in knots.

Especially when the two are alone together in a cheap motel room. 

His hat's gone, too, though Max isn't too surprised by that. He'd taken that off long ago, thrown carelessly in the back of the DeSoto when things had gotten, well... _heated_. Doesn't know where his tie went, but at this moment he really doesn't care and thanks a higher being that it is so he can oggle at Sam's chest without it being in the way.

"Max?" Sam asks, drawing Max out of his daze. "Everything alright, pal? Ya look kinda red, ya feelin' okay?"

Max swallows hard, eyes back on Sam's, as hard as that is to do when there's so much to look at. "Uh," He stammers as Sam just eyes him in confusion and slight concern. 

The guy reminds him of when he was a pup sometimes, all wide eyes and cocked heads. It's cute, the guy's just adorable and endearing and it ain't helping his case right about now. " _Yeah_ , Sam! Just uh," He eyes the radiator just past his broad shoulders. "Kinda hot in here, I guess!" 

God, why was the guy suddenly making him so _nervous_? Didn't seem to have any trouble with that, earlier, but he guesses it's kind of different after doing what they just did. 

_Everything_ feels different after it; his whole body's so warm it almost feels like it's smothering him, and can't keep his eyes from wandering. He swallows hard again, gaze flickering down to the exposed fur on Sam's chest and the strength of his forearms, then back to his confusion-addled gaze.

It's hard _not_ look at him, guy's so handsome it makes Max's head spin. He let's out a nervous laugh, staring down at the sheets when he shifts around in an attempt to get comfortable. That ain't a _total_ lie, he does feel uncomfortably warm, but that isn't the sole reason for his fidgeting.

Sam turns around, looking at the radiator for a moment before turning back to him. "Think so?" 

Max just nods. "Mhm! But uh, I'll be okay! Down worry about it! Maybe I'll just take a cold shower or somethin'!" He freezes, eyes starting at the sheets below them. 

Shit, he shouldn't have said that. Sam's _definitely_ going to know that's a lie, just a sorry excuse he made up to cover his ass. He's never taken a cold shower in his life, and he's pretty sure after the year they've lived together Sam knows that.

He grasps at the bedsheets nervously, a wavering grin on his face when he slowly looks back up at Sam.

The guy's just smiling to himself, fiddling with the buttons on his shirt with his legs hanging off of the side of the bed. "If ya say so, pal." He looks back at him. "I think I'm gonna see what they've got on cable, I can never fall asleep at these places right away. If ya wanna go on and shower, be my guest, little buddy." He nods to the door a little ways past the bed. The television he flicks on fills the stifling room with a buzzing hum, and the sound of it is familiar enough that it's comforting. Just like things have always been, they can just watch TV together and pretend the whole thing never happened. It looks like something from thirty years ago, along with the rest of the place, with it's bulky frame and rabbit-ear antennas. He hears Sam laugh, quiet and stifled behind his hand. "Kinda looks like _you_ , huh?"

Max crosses his arms over his chest with a half-assed attempt at a glare. "I'll have ya know that's offensive, Sam!" 

The canine just laughs, patting him on the head with an apologetic smile and an apology dripping with sarcasm. It's got him struggling to function properly, and he practically holds his breath when Sam's touching him again. 

What is his damn _issue_ tonight? Usually he can push these feelings way, way down and just deal with them later. But right now, it feels like his head is about to catch fire and he ain't about to deal with _that_ mess ever again.

"I'm sorry, Max, can ya ever forgive me?" 

The lagamorph hops down from the bed, bounding towards what he assumes is the bathroom door with a little laugh. "Just because ya apologized so sincerely, I _guess_ I can this one time." He poises a hand over the bathroom's doorknob, turning his attention to Sam who's undoing the last of the buttons on his shirt and pulling the thin material off of his shoulders.

He's a little bit surprised; Sam never liked to be undressed around _anybody_. Always made him distinctly uncomfortable, although he cannot _fathom_ why a guy as good-looking as he is would be self-conscious. He's a sight, firm hands and a particular softness to his figure that accents his round hips and makes Max feel like he may pass out onto the shag carpet below his feet if he looks at him for too long. 

There's this warm feeling in his chest when he realizes Sam must trust him enough to be so vulnerable, and an even warmer one budding low in his stomach when his eyes drift down his partner's body.

He tries not to linger too long as he practically gapes at him, but it's hard not to.

Max doesn't think he's ever seen him shirtless, at least doesn't remember a time in recent memory. Sam's holding the article in his hands, head cocked when he looks at him with another look of distinct confusion. 

The guy's sure a sight to behold, that's for damn sure.

He blinks himself out of his daze with a shaky grin towards Sam before he throws the door open with hurried words. "'Kay, I'm gonna shower now! See ya soon!"

He slams the door behind him, wincing at the way it creaks loudly when he does so. 

So much for being subtle...

Once he's completely sure the room isn't going to collapse around him, he's searching the dusty drawers for some semblance of a towel and _really_ hoping he doesn't have to step back out again to find one. Sam ain't _completely_ oblivious, guy's gonna figure something's up if he really gets a good look at him.

He swallows hard, almost choking on his own spit when he starts thinking of the events from earlier. 

He'd placed such gentle kisses on his face, voice coming out in a hoarse little laugh when Max had moaned his name so shamelessly. Everything had felt so good, _so_ much better than what his own hand could do. His partner had been so sweet, voice in a whisper when he told him that he didn't want to hurt him, when he called him _pretty_ , hands so firm but so gentle all the same when he got him off.

Yeah, Sam's _definitely_ going to figure out something's up after doing the things he did early on. The guy's a lot more perceptive than he lets on.

He catches a glimpse of himself in the grimy old mirror, and he's pink as all hell. _Damn_ , he curses his pristine white fur for making the issue so apparent. He tries to will the flush away, but the amorous thoughts still barating him ain't _helping_. 

Who knew Sam was so good with his hands? _Definitely_ wasn't at all something he'd been thinking about for _years_ now...

And, God, Max had _kissed_ him, hadn't he? Really, truly kissed him.

Didn't even ask before he did, mind swimming in the pleasure. It's still a little foggy on that end, there were a lot of mortifying things said and he's not sure he can stand to reminisce on each one.

He finds the off-white thing folded up neatly in one of the drawers, and he holds it to his chest when he takes a few deep breaths. Luckily, it's just about the only thing in the place not reeking of mildew and dust, just smells like a generic fabric-softener that kind of makes him want to sneeze. 

He breaths it in, focusing on the sterile scent as he tries to slow down the fast pace of his racing heart. He groans into it, muffling the loud sound of frustration as he tries to ignore the tell-tale warmth that's fluttering in his stomach. 

This _really_ ain't the time for this, not when he already feels guilty about earlier and when there's only very thin walls separating him and Sam in a room with _only one bed._

How unlucky could he be?

He's gotta calm himself down somehow, it ain't Sam's fault he's so damm gorgeous. And handsome, and kind, and just about the definition of freakin' _perfect_.

With a sigh, he's turning the shower on full-blast to it's coldest setting and jumping into it. 

He cries out, instantly regretting his decision when he manages to just barely muffle the string of ungodly curse words that follow. He doesn't think he's actually ever taken one of these before, and now he gets why. Who in the hell claimed that these were _helpful_? And there are people who enjoy these? What kind of _monster_?

The water's biting, and it makes his whole body tense up. Definitely isn't a _pleasant_ sensation, but it seems to be doing the job somewhat. He certainly doesn't feel as stiflingly hot anymore.

Max bites into his hand to muffle another embrassing sound of complaint and discomfort, letting the ice-cold water cool him down a bit as he stands underneath the spray.

He stands there under the water for a couple of minutes, cursing under his breath and practically moaning in relief when he finally gets used to it and the water turns from painful to almost soothing.

It's _distracting_ , sure, but it ain't enough.

With only a slight feeling of guilt still gnawing at his stomach, he's trailing a trembling hand down the sensitive fur and grabbing himself in an unsteady hand. " _Shit_ ," He murmers, so quiet that he doesn't worry too much about Sam hearing him from outside. He leans back against the wall of the shower, thumbing at the head and giving himself a couple of languid pumps. He moans into his free hand, biting back another shrill cry as he keeps up the pace and tries not to feel like he's violating the guy in the next room. 

Even through the cloud of pleasure muddling his brain, he can't quite stop the thoughts that run through his mind. 

Sam's a nice guy, _way_ too nice for someone like him. Max can't help but wonder if he took advantage of that...

Sure, he was desperate enough to _hurt_ earlier when they left the scene, but Sam didn't have to help him out like he did, did he? He's just too _nice_ , probably felt so bad that he thought he had some sort of obligation to help him.

But he _offered_ , didn't he? Said he wanted to help out and not just let the guy take care of himself?

Maybe, but Max had _begged_ him to.   
  
That's what friends do though, right? Help eachother out? It didn't mean anything at all that Sam has quite _literally_ lended him a hand and kissed him and called him precious.

He can't believe Sam had kissed him _back_ and said he liked watching him, like the thought of getting Max off didn't disgust him. Maybe it was just the heat of the moment.  
  
Maybe Sam was just being nice...?

There's a nagging voice in the back of his lust-clouded mind that tells him that friends don't _do_ what they did, but there's another that tells him Sam's _never_ gonna see him like that. And he knows that, has known that for awhile now, but it doesn't make it hurt any less. Sam's just naturally affectionate, always had been in his own awkward kind of way, even held his hand sometimes on cases when things got particularly tense. Max would _never_ admit how much it made his stomach flutter everytime and without fail.

Guy's straight anyway, ain't he? Never seen him once even look at a guy before, and he's definitely seen Sam oggle at various dames. He chokes down a moan building in his throat, but he's so desperately horny right now that the thoughts whirring around his head don't deter his trembling hand that speeds up it's endeavors. He really, _really_ tries not to think of his pal's handsome face and gravelly voice calling him 'pretty' when he nears his peak but he just _can't_.

Sam just helped him out because he wanted to help a friend out. Because he _felt_ bad. That explains it, doesn't it? 

Then why was Sam hard, too?

He cums with a small cry, shivering under the water that suddenly feels _much_ too cold once again and watching the viscous fluid drip down the drain with a heavy feeling of something akin to shame hanging low in his gut. He thinks some of it may have gotten on the wall, too, but the shower's spray takes care of that.

How convenient.

Max steps out onto the cold tile and shakes himself somewhat dry, covering the bathroom with water in the process. He takes in another stuttering breath through chattering teeth and wraps the towel around his waist, securing it there and stepping out of the bathroom. 

He doesn't think he's ever felt so guilty about jacking off, and he tries to swallow the lump of shame in his throat down when Sam glances over at him.

He's fiddling with the remote, spread out on the bed with his feet kicked up infront of him. He looks at the shivering lagomorph and smiles with a little wave. "Heya, Max! You're lookin' better. How ya feelin', pal?"

Max gives him a fake smile. "Uh-huh! Just _peachy_ , Sam!" He hops onto the bed next to him, pulling the towel tighter around his waist as he shivers. He turns his attention to the TV set infront of them. It's nothing familiar, but Sam seems to be enjoying it well enough and the hum of it deters the awkward silence from hanging in the air. Well, for _Max_ , at least. Sam's just looking at him like nothing ever happened, like nothing's different. Maybe he's just overthinking things, maybe nothing's really changed at all. "You uh, find anything interestin' on?" 

Sam shrugs, setting the remote down next to him and folding his arms over his chest. "Nah, not really, but it's better than nothin', right?"

Max remains quiet, and Sam is drawing his attention from the program back to Max. "You okay? You look uh," He hesitates, eyes drifting over Max like he's trying to decipher that expression on his pinkish face. "Upset," He settles on the word, turning the T.V. off and watching as Max bites at his lip. He looks him up and down with a look of clear concern painting his features, waiting patiently for a response.

The guy's caring like that, and it makes his chest ache.

The lagomorph gives a small nod. "I'm _fine_ , Sam. Just tired, I guess." He smiles, but Sam doesn't look too convinced. 

The canine looks him over, watching as he gulps underneath his gaze and tries not to blush too badly at the sudden attention. 

His head's still all foggy, and suddenly he's not very sure that the cold shower did much at _all_ in terms of making him feel any better.

"Max," Sam says softly, eyes still on him. "I ain't gonna make ya talk if ya don't want to, but..." He hesitates with a small sigh. "Is it about, uh," He scratches at the back of his neck with a nervous little chuckle. "What happened earlier? I'm sorry if I went too far, little buddy."

Max jumps up from the bed. " _What_? What're ya talkin' about, Sam?"

Sam sits up, legs hanging over the side of the bed when he stammers, messing with his hands. "Well, ya know, when I uh--" 

Max cuts him off. "Sam, I asked ya too. Practically _begged_ ya, do ya really feel bad about it?" 

That doesn't make any sense at all. Why would _Sam_ feel guilty? 

He remembers very, _very_ vividly and somewhat mortifyingly begging Sam to touch him. He was almost delirious with the pleasure of it, even more so when Sam actually took ahold of him and spoke so sweetly. Max had even _purred_ for him because it felt so good, and remembering that makes him cringe with deep-seeded embrassment.

Sam gives a small nod, and Max feels like his heart skips a beat.  
  
Did he _regret_ the whole thing? Is that it? He wouldn't blame him, if that were the case...

"You were kinda uh," Sam mutters, looking away from Max and down at the floor. "Out of it, y'know? Felt like I maybe," He gives a vague gesture with a resigned sigh. "Took _advantage_ of that, or somethin'." 

Max blinks at him, rendered temporarily speechless. "Sam, _no_ , I wanted it." He giggles despite himself. "A whole _lot_ , actually, and I woulda just waited 'til we got home if I didn't _uh_ ," He swallows hard, toying with his paws, staring down at them and absolutely _hating_ the sudden nervous tilt to his voice. "Feel the way I do." He takes in a shuddering breath, slowly looking back at his partner who just gawks at him. His voice comes out more quiet than he would like, and it very easily gives away the feeling of vulnerability twisting in his gut. "Ya get what I mean, Sam?" 

Sam gives a small nod, but otherwise remains quiet. "I uh," He stammers. "Thought it was only me."  
  
His voice comes out so softly that Max isn't sure he's heard him right. Could have just been a desperate hallucination brought on by the absolute fervid vertigo that's taking over his body right now. 

" _Huh_?"

Sam looks up at him, smiling so wide that Max's stomach starts doing those nervous flips again. "I think I've been kind of stupid, Max. How long have ya felt like this?" 

The lagamorph taps one foot nervously against the floor, just once or twice despite himself. He can't help it, it's a reflex he can't quite control just like the way is nose is twitching or the way his paws are shaking.

" _Years_ , Sam." 

Sam makes a little sound in the back of his throat when he eyes the teetering lagomorph infront of him. It's something close to a laugh, but not quite. "Uh," He scratches the back of his neck awkwardly, eyes still averted when he pats at his lap. Max can't quite help the flush that blooms across his face. "C'mere, pal?" 

He hops up, and is just about to say something but it's lost to him when Sam is kissing him. They kissed in the car, sure, but this is so much different. It's not something sloppy and fueled by lust this time around, just deep and telling.

It's pretty damn _amazing_.

He relaxes immediately into it, and the kiss itself is brief when Sam pulls back and cradles Max's face in one hand. "Heh, I've been wantin' to do that for _awhile_ now." He admits in a hushed tone, and Max is pretty damn certain he's dreaming when Sam kisses him again.

He's rougher this time around, more desperate and hungry when Max makes a high-pitched sound into his lips. Really does feel like he's been thinking about this for awhile, and it's feels entirely unreal. His partner doesn't pull away, just let's his hands wander down Max's sides to give him some stability, and he can't help but remember what went on the last time Sam held his hips like this, so earnestly that they'd bruised because the big guy can't _help_ but be a bit rough. The lagomorph is utterly shameless when he moans into him, pushing himself closer and holding either side of Sam's face with boths hands when the canine prods his mouth with a wandering tongue. 

He parts his lips, just enough to let him in and just enough that he's whining at the sensation.

It's _different_...

Feels like nothing he's felt before this point, and it makes it even better when Sam delves in deeply into his mouth and let's out a small groan against him. 

Sam parts from him for just a second, gaze flickering down at his lap briefly before looking at Max with wide eyes. " _Oh_ , you're uh," He stammers with a surprised little laugh, and Max can't stop himself from grinning at how just _flustered_ he sounds. " _Thought_ I felt somethin' poking at me."

He strokes at Sam's jaw, a sudden wave of self-doubt crossing over him. "Is that okay, Sam?" 

The canine nods, and it's almost eager when he's pressing back into his lips without another word.

Max is just about as close as he can get to him from his place on his lap, pushing his hips forward and smiling into the kiss when Sam gasps against his lips. 

He can feel that his pal's half-hard already, and he palms at the bulge in his trousers with an unsteady hand. The lagomorph smiles against him and into the kiss when Sam full-on _moans_ into his lips. The canine's hands wander down to his backside, holding him there and pulling him closer against him.

Max pulls back, smiling at the guy infront of him with lidded eyes and a quiet voice, paw caressing his cheek with slow strokes as he looks into those dopey brown eyes of his. "Let me uh, take the lead this time, Sam. That okay?"

Sam just nods, and Max leans in close to kiss at his neck. He wraps his arms around him, pressing himself into the hardness straining in Sam's worn trousers and revelling in the shaky groan it elicits. " _Max_ ," Sam's own hands hold at Max's backside and gives it a firm squeeze.

The lagomorph shivers, pressing himself closer with a couple of shaky movements that roll his hips forward. It certainly ain't enough to get him off entirely, but his whole body's buzzing with sensitivity right now. "You uh," He hisses past the pleasurable shock wave that ripples through him. "Meant what ya said? Ya feel the same way?" He can't stop the desperation that wavers through his voice. It's hard to wrap his head around it, especially when the feeling has his breath coming out in deep pants.

Sam chuckles, low and unsteady when he presses a kiss to Max's jaw. "Yeah, little buddy. I have for a long time," He laughs. "Guess I was kinda naive not to notice ya felt the same, huh?"

Max presses close to him again, burying his face in the crook of Sam's neck. "Doesn't matter now. Can hardly believe this is real, myself." He just needs a second; it's a hell of a lot at once and he's already shaking with the sensations of it all.

Holy _shit_ , he doesn't think he's ever been so close so fast, and Sam hasn't even _touched_ him yet.

It feels like a dream, and the way the pleasure has his head spinning doesn't help to ground him to reality. Sam rests a hand on his back, and the pressure helps just a bit. Guy's so _warm_ , too, stops him from shivering just about instantly. "You okay, little buddy? Do you want to stop?"

Max shakes his head. "I'm fine, Sam. I don't wanna stop just," He wiggles around a bit, and gasps when another wave of it hits him. It's _embrassing_ , the little gasping moan he makes into Sam's fur. It makes him sound just about as desperate as he feels. "Feels _really_ good all at once, y'know? It's just a bit uh," He stammers, shifting his weight in Sam's lap in an attempt to get comfortable and somehow stop the knot from winding and tightening in his stomach. "It's a bit _overwhelming_." He kisses Sam's shoulder. "Don't wanna _stop_ , though, I promise ya that. Just go slow." 

Sam nods, moving the hand stilled at his back to stroke at it. "Okay, pal, I can do that. Want me to keep goin'?"

Max takes in another gasping breath when Sam moves to squeeze at his backside again and he nods against him. " _Please_ ," He pulls back, kissing at Sam once again and then looking at him with a hazy smile. "Think this'll be a bit easier if ya lay down, Sam. I uh, I can reach ya better." He reasons with a little laugh, satisfied with the way Sam's face heats up.

His partner flushes with a nervous laugh. "Heh, _right_ , okay." 

He does just that, pulling Max down ontop of him with a hand braced against his back. The lagomorph grins down at the nervous looking canine. "Don't mean to overstep or anythin', but have ya ever done somethin' like this before?" Max shrugs.

"Once in college but I uh, didn't get very far. Somethin' about it didn't feel right." 

Sam frowns, that familiar look of concern painting his features. "Does it feel right _now_?" 

Max leans down to kiss him briefly before pulling himself back up to look at him. "When it's with _you_? Yeah, Sam, feels _perfect_." 

The canine smiles sweetly up at him. "That's sweet, Max." 

The lagamorph rolls his eyes half-heartedly. "C'mon, Sam, don't get all sappy on me." His partner just laughs. "Have _you_ ever done anything like this?" 

He's pretty sure he knows the answer, so he's not too surprised when Sam shakes his head. Poor guy's just about the literal definition of a blushing virgin, ain't he? "I've uh, kissed a girl once or twice, if that counts." 

Max laughs, leaning down again to plant a kiss on his head. "That's _cute_ , Sam." He giggles. "I'm no expert myself, but think I can show ya a thing or two?"

He's just about giddy when Sam gives him a shallow nod and lets Max's hands wander across his chest again. "Thanks, pal." He winks at him, grinning when Sam swallows hard and his ears perk. "Promise I won't disappoint." 

He straddles him with legs on either side, hands running pin-point claws through the coarse fur and watching as his partner pushes up against the touch. It's satisfying as hell, knowing he's doing a good enough job to fluster his usually timid pal so badly. Sam's hands rest so gently on his hips, thumbing at the sensitive skin and gasping at the small touch alone.

Max paws at the straining in Sam's pants, squeezing him once or twice as he shivers. " _Damn_ , Max," He mutters. "You're pretty good at this" 

The lagomorph giggles and leans down to kiss his cheek. It's pretty damn _cute_ , especially when he's hardly even touched him. "That's flattering, Sam, but I ain't even _started_ yet." He laughs, thumbing at the fur on Sam's cheek. "You sound so sweet, Sam," He giggles. "I love those sounds ya make."

That seems to relax him a bit when he draws in a shaky breath and pushes up against Max's hand. He squeezes again, and Sam makes an adorable groan that rumbles through Max's body. "I uh, don't really know what I'm doin' here, little buddy." He admits with a laugh, stroking up and down Max's sides in a way that makes the lagamorph shiver.

Max ain't an expert, himself. Sure, he's had more experience than Sam has, but nothing as _intimate_ as this. And he wasn't lying; he'd never gotten very far at all before now. He knows where to put his hands and what kind of strokes to give to make a guy groan but that's really about it. College was a _hell_ of a time, at least until he dropped out a semester in.

He's never gone as far as he's fantasized about, that's for sure. And he's fantasized for _years_ , experimenting but not anything even close to the real thing.

He's heard it kinda hurts, an aching sort of pain that dissolves into an intense pleasure that makes it worth it. He wants to try, doesn't think he'll actually be satiated until he does, but it's almost too embarrassing to ask for. Max is pretty desperate for it, though, and communication's important. He trusts Sam enough to be honest about it, and not to judge him for it when he gets the gall to ask him.

He rocks his hips, leaning in close again to kiss and bite at Sam's jaw. His partner makes a low whimpering sound in the back of his throat and squeezes at Max's sides. "Sam, how far do ya wanna go tonight?" He purrs near his ear, attempting to maintain a casual sort of tone as he starts up the slightly dreaded conversation. He's _nervous_ , but it's a pleasant sort of nervousness that has his stomach fluttering and his hands shaking.

His pal hums, taking the opportunity to kiss his shoulder. "Honestly? As far as we can go, Max. I don't wanna half-ass it." 

Max practically beams down at him. "Thank _god_ , Sam! I swore I was gonna go crazy if ya didn't put it in me soon!" Sam chokes at that, coughing into his hand with wide eyes and a flushed face. He gives a little laugh, stroking at Max's sides with shaking hands.

"Gosh, Max, way to put it bluntly." 

The lagomorph giggles, wiggling against him. "I can't help it, Sam! I've been thinking about this for years, and havin' it right here infront of me..." His gaze flickers down Sam's body. "Makes it pretty damn hard not to practically beg ya for it!"

He laughs, and grins even wider when Sam rests a hand against his cheek. "That why ya been leering at me all night?" He chuckles when Max's eyes widen. "Thought I may have done somethin' _wrong_ by the look ya were giving me. Didn't really figure it out until ya admitted it, if I'm bein' honest."

The lagomorph looks away from him. "Can't help but stare when ya look the way you do." He mumbles, a sudden rush of timidness stifling his words. He's not _great_ with articulating what he's feeling, and especially now when it's something like this, intense and difficult to identify.

The canine strokes at his cheek from beneath him. His voice is soft when he speaks, enough so that Max knows he's not taunting him but is just genuinely unaware. "What was that, Max?"

He clears his throat. "I said; it's hard _not_ to stare at a guy as handsome as you. Especially when you've wanted him for years and he's sittin' there half-naked infront of ya." 

The canine blinks up at him. Poor guy looks like he'd seen a ghost or something with the way his eyes go wide. "Ya can't be _serious_ , Max." He mutters, and Max can't quite understand why he looks so doubtful. Does he really think he's kidding him? 

"I mean it, Sam," He smiles. "You're just about the most handsome guy I've ever seen, just lookin' at ya like this makes me dizzy." He strokes at Sam's cheek, and watches as he just swallows hard and blinks up at him. "Ya really don't see that, Sam? You're _stunning_." 

He almost misses the unfamiliar whining sound that starts in Sam's throat. It's soft, and only lasting for a second or two before the poor guy's blinking back tears. "Awh, Sam," He rushes with a quiet laugh, kissing at the damp spot on his cheek with a small smile. "Don't _cry_! I didn't mean t' upset ya!" Max nuzzles into the crook of his neck, just once or twice before he's kissing at the same spot and pulling back again to look at him. "C'mon, Sammy, just take some deep breaths for me. Ya okay?" He thumbs at the damp spot on his cheek with clumsy circles, smiling softly at his partner beneath him when he nods with another soft sound, something between another whine and a shaky whimper low in his throat.

His heart had just about dropped into his stomach at the initial thought that he may have said something wrong and upset him. That, and seeing Sam actually cry makes him feel like he's just kicked a puppy. "Heh, can't tell if ya make that sound when you're _happy_ or if you're about t' start cryin' again." 

Sam reaches up, kissing him again and smiling at him when they part. "Just caught me off-guard a little bit, that's all." His partner's hands wander to tease at his hips again. "Didn't know ya had such a way with words." He chuckles, and Max lets out little panting breaths when Sam's claws poke at his sides. They're dull, the guy hardly ever shows them, nevertheless actually uses them. Still, they're just sharp enough to barely bite into his skin and leave it tingling when his hands stroke at his hips and massage at the small scrapes.

Max grins down at him. "I'm not good with words, Sam, but I've had a good while to think about it. Ain't too difficult when talkin' about somethin' as pretty as _you_ are, there's a whole lotta things to be said but," He bites back a hiss at the sensitivity when Sam presses up firm against him. Guy's getting impatient and he doesn't blame him. "That can wait til' later." 

Sam nods in agreeance, a small smile still gracing his lips when he moves to fiddle with his belt. "Uh, I should probably take these off, right?"

Max stifles a laugh. "Unless ya plan to fuck me through them somehow, I'd say so, yeah!"

He definitely won't deny that fact that seeing Sam's eyes widen at his turn of phrase has him giddy. It's just so fun to see the guy so dazed at just a few dirty words. 

"Could've just _said_ so, pal." He mutters under his breath, unzipping his fly and pulling the things off of him, throwing the article to the side of the bed somewhere. "Alright, uh," The canine stammers, face more flushed than Max has ever seen before. "What should I do now?"

He laughs in stifled amusement, bringing his attention back to pressing in close and kissing near his jaw. " _Relax_ , Sam! Just let me handle things, 'kay? All you've gotta do is just lay there and look pretty." He hums, lining himself up just so. He presses his own bare and twitching dick against his pal's still straining in his underwear with a small gasp. Feels a _lot_ more intense than just grinding up on him through the thick layer of cloth, and he's got a feeling that Sam's thinking the same when he hears his breath hitch. "How's that feel?" 

His partner grips tighter at his hips, claws just barely digging in. "Great, good, _perfect_ , keep goin'." He raves, eyes clenching shut as he takes in the new feeling. 

The guy's very obviously never done something like this before, and he can only hope that he doesn't finish too quickly. Max giggles hand stilled in the thick of his dark fur. "You're so cute, Sammy."

It's absolutely adorable, though, and he wouldn't have it any other way. Just having him here like this is enough for him, hearing those intoxicating gasps and feeling him press up against him with impatience.

Sam's not _entirely_ inexperienced, though, and he keeps that in mind when he takes a deep breath, shuffling so his fluffy behind pushes against Sam's straining prick. He can't help it, it's just _too fun_ to tease the guy at least a little bit. He's such a _virgin_ , and Max absolutely adores that. He asks him to rifle through the bedside drawers next to them; he knows some places carry what he's looking for, and he really hopes this seedy motel happens to be one of them. "Just like uh," He wracks his brain with another stuttering of his hips, pressing himself close against Sam's stomach and tries not to whine at the pleasurable sensation. "A little bottle or somethin', stuff's clear so it's hard to mistake for anythin' else." 

He grins unabashedly when Sam tosses him a small plastic bottle with a vague label. "Like this one?" 

Just what he's looking for, he can't believe his luck. "Yes! That's it! Okay, _sweet_ ," He laughs, and then the laughter is dwindling as the bundle of nerves in his stomach make their presence known. "I want you to uh," He doesn't know why it's so hard to say. Maybe it's the fact that he's _asking_ for it, or maybe it's something so terrifyingly _intimate_ that it makes him feel something near vulnerable.

Sam smiles at him, gently taking the small bottle and pouring a generous amount of the slick stuff onto his fingers. "I know what ya mean, pal. I've gotta prep ya first so I don't so any damage." He thumbs at the fur on Max's stomach with his free hand once he's set the bottle back down on the nightstand. "I'll be extra gentle, okay? Wouldn't want to hurt ya or, erh," He pauses with a little wince, like he just thought way too much about the possibilities if something just happened to go wrong. "Tear somethin' I guess, _that_ wouldn't be good." He laughs a little, eyes back on Max's and with a sweet note of sincerity dripping from his tone. "Are ya _sure_ this is okay, Max? I mean, I'm a little bit bigger than you are, I don't wanna hurt you." 

Max nods. "Yeah, I'm sure, Sam." He giggles nervously. "I may have had some practice once or twice at home. I ain't uh, take somethin' like _this_ by any means, but it ain't my first time bein' y'know..." He swallows hard. "Penetrated."

Sam doesn't question him, just gives a small nod. "Okay, I trust ya, just let me know how it feels." His slick digits prod at him before he notices, and shit it's _cold_. He gasps, and he must've flinched at least a little bit if Sam's reaction is anything to go by.

"I'm okay, Sam, keep goin'." He urges, and lets out a breath when it slowly warms up to room temperature as Sam massages at his hole. 

His partner strokes near his hip bone with the other hand, working in soothing circles to distract from the slightly uncomfortable sensation. After a few seconds, Sam's pressing one finger inside of him. It's slow, and he's still a tad sore from earlier and his body's already teeming with heightened sensitivity so it hurts for a moment. He sucks in a sharp breath through gritted teeth. It ain't nothin' _new_ , but Sam's got big paws and he hasn't had the time to really warm himself up ahead of time. The pain's only there for a minute, though, as Sam draws the thick digit outwards and gives him a moment or two of reprieve before he's pushing back in.

They do this a few times, Max's hands grasping at Sam's shoulders when he shuts his eyes tightly and tries to push past the brief burn of it. It gets easier each time, less and less painful until he's adding in another finger and letting Max absolutely claw the living _hell_ out of his poor shoulders. He gasps out a soft apology, but Sam just smiles sweetly at him and strokes at his side. "Relax, Max, you're doin' great."

It's comforting, enough so that he's finally relaxing around him and willing him deeper with a push of his hips. 

It actually starts to feel pretty _nice_ , sparking with the sort of intensity that has him cursing steadily under his breath. The burn's faint, more of an afterthought than anything else when he's finally telling Sam after nearly fifteen minutes of prep-work that he's ready. Sam pulls his slicked fingers out, and Max scoots back a little to get a better angle when he starts pawing at Sam's dick and drawing him out of his boxers.

He's uh, _wow_ , definitely a little bit intimidating. It ain't anything _impossible_ , by any means, but it dwarfs him in comparison. Sam passes him the bottle, and he uses what's left of it to cover his paws. He rubs them together to heat up the stuff a little bit before he's finally stroking at him.

With gentle movements, he covers Sam's length with the clear substance, giving a few strokes with soft murmers of comfort. "That's it, pal, _there_ ya go..." He mutters, smiling down at him and keeping up the motion. Sam whines in response, quiet but wavering when Max paws at him. "Feels _weird_ , don't it?" He laughs when Sam gives a shallow nod, eyes screwing shut like he's bracing against the feeling. Guess they're _both_ kind of sensitive right now, huh? Sam especially, the poor guy didn't get a chance to cum earlier. "Just _breathe_ , pal. Tell me how you're feelin"." 

Sam takes a deep and wavering breath when Max pulls his paws away, wiping the excess on the bedsheets. "Uh," He laughs. "Can't quite put it into words but, uhm," He grasps at Max's hips, peaking up at him. "Nice? Feels _good_ , you're doin' a good job." 

Max giggles, leaning down to kiss him on his forehead. "You're adorable, Sam." He laughs, nuzzling into the fur on his cheek before he's eyeing his length again. "Uhm," He stammers, and suddenly that knot of nerves is back in his stomach.  
  
It's mostly excitement, but partially because it's definitely bigger than anything he's practiced with before. He gulps back the nervousness budding low and tight in his stomach. "Ya ready, Sam?" 

The canine nods, still holding him firmly by his sides. "Ready when you are, pal." 

Max shifts, hovering above and lining himself up with a nervous gulp. "Just go slow, Max," Sam soothes with a small smile. "I've gotcha, I won't let ya get hurt."

He nods, lowering himself down as slowly as he can manage. He makes an unmistakeably _loud_ and shrill sound when he stills just after the tip. Sam holds him there, supporting him by his sides when he whimpers. "Max? Baby? Are you okay?"

The lagamorph nods, eyes clenching shut as he takes in the heady sensation. "'M fine just," He sinks down a little lower and lets out a shaky moan when he smiles down at Sam with lidded eyes. "Feels uh, _intense_." He gasps out, hands over Sam's when they linger at his sides. "How ya doin'?" 

His partner winces when he slips down just a little bit lower. " _Real_ good, pal. Don't stress yourself, okay? Ya don't have to go down all the way". 

Max gives a small nod. He can't exactly bring himself to formulate words or even a complete thought when the only thing running through his brain is that this is _actually happening_ and _wow_ , it feels really good. It doesn't hurt nearly as bad as he feared it might; sure, there's a lingering burn to it, but it's nothing worse than what he'd felt before. It's _so_ much more than what he felt after their steamy tryst in the car, so much deeper and full than just a finger or two.

He sinks down, slowly but consistently until he's reached the hilt. He moans again, louder this time around and so unsteady that he's not entirely sure of the sound he's making. " _Sam_ ," He whines, and he doesn't move because it feels way too good right now to do that. He sort of ruts against Sam's stomach, shivering at the electric feeling that crawls across his skin and makes his fur stand on end. Honestly, it takes just about every ounce of self-control not to cum right there and then.

His partner massages at his sides, making some raunchy sounds of his own when Max moves about. "There ya go, baby," Sam huffs. "Just breathe." 

Max can't help but laugh at that. "And where have I heard _that_ before?" He presses a sloppy kiss to his lips before he's moving again. He's slow, almost agonizingly slow when he pulls himself off of it and back down, eyes shut and bracing against the electric shock that ripples through his body and bristles his fur. "Mm, little help, Sam?" He mutters with one eye peaking down at him. Max presses the gentle paws firmer against his hips, hoping he gets the message across.

The canine holds him tighter. "'Course, little buddy, just uh... let me know if I'm hurting you, okay?" He waits until Max gives a nod and a little noise of agreeance before he's lowering him down. Sam lets out a sigh through gritted teeth, stroking at his fur with his thumbs on either side, and Max can't stop a low whimper that escapes him. 

"Baby, _please_ ," He whines, quiet and breathy when he breathes out in slow puffs. It's so damn _good_ that his head's spinning, and every movement sends another shockwave through his body.

Everything feels feverish, but it's not the kind of heat that feels like it's choking him anymore. It's just _warm_ , and almost comforting when Sam pulls him down, filling him up as far as he can go. " _Harder_ ," He gasps, and Sam follows his lead and pulls him down with a bit more force. He cries out, but he's beaming down at him. "Ah, there ya go, Sam. Faster?"

Sam does just that, and they work up a somewhat steady rhythm. The faint aching burn fades into the sort of pleasure that has him moaning loudly before he even realizes it. He's almost worried about how loud he's being, but not quite. 

Sam's pretty vocal himself, though his rough groans and sighs come out more low than his own. The cries still makes him dizzy, though, deep and heady when he pulls Max down flush against him.

His pal slams him down again with a small pause and a quiet little whimper. "Max, I uh," 

He cuts him off with a little shimmy of his hips and a lazy grin. "I'm close, too, Sam. Keep goin', please." One hand drifts from it's place ontop of Sam's to rake through the dark fur on his chest, gripping onto it when Sam lifts him up and pulls Max down on himself again. 

He's _close_ , so close that he doesn't give much of a warning when he's crying out and cumming onto Sam's stomach. He feels the canine pull him down one final time, hitting at that bundle of nerves deep inside of him and stroking him through it. He can feel Sam do the same, hands squeezing at his sides with a hilting whine when Max tightens around him. 

The feeling when he releases inside of him is _indescribable_. It's warm, almost burning when his back goes straight and he cries out. When it passes through him, Max's paws grasp at his shoulders and he slumps against his stomach.

Something about that position feels incredibly familiar, and he makes a low whimpering sound in the back of his throat when Sam strokes along his spine with the pad of his thumb. His ears are ringing, and it takes a second or two for the vertigo to pass through him enough that he can hear Sam calling his name.

"Max? Little buddy? You alright?" He gives a small nod against him.

"I'm okay, Sam. Just _ah_ ," He whines, and he can hear the way it comes out, unsteady and shrill. Sam's still inside of him, so deep that he can feel him prodding against that little bundle of nerves deep down. It's a _lot_ , and he can't stop the way his voice shakes. " _Baby_ ," He whimpers again with a little giggle, pulling himself up just a tad so he can give Sam a wavering grin. Sam just looks at him with concern as Max trembles, shifting against him as another shockwave of pleasure and overstimulation hits him so bad that he _swears_ he sees stars. His eyes tear up and he gives another wavering groan. "You're uh, right against _my_ \--" 

Sam curses under his breath, eyes wide when he helps Max off of him ." _Shit_ , Max, I'm sorry." He comforts, and Max lets out a small relieved sigh when he flops down beside him onto the rickety mattress, the cooling of thin cotton sheets beneath his fur soothing the radiating heat underneath his skin. "That must've felt uh, _wow_ ," Sam laughs, small and awkward when he props himself on his side to look at Max who's grinning dizzily at the ceiling. " _Bad_ , I imagine. Are you okay, little buddy? I'm so sorry, I didn't mean to uh--"

Max cuts him off with a weak laugh, staring up at the spotty ceiling and savoring the warm feeling in his stomach. "Ain't _your_ fault you're so big, Sam. I'm fine, certianly felt worse," He giggles. 

Sam gives a small nod. "You uh... _comfortable_ , little buddy?" 

The lagamorph laugh. "Yeah, don't think I'm gonna be able to move for a few minutes, but I'm good!" 

Sam just looks him over with a small smile, hand gently petting at his stomach. He purrs almost immediately at the simple caress. It feels _nice_ , especially when the muscles there are all tight and knotted. 

Sam's paw stills, a small moment of surprise before he's laughing to himself and petting him again. "I've never heard ya make that kinda sound so _loudly_ , Max." He chuckles, and the lagomorph covers his pink-toned face with his paws. 

"I can't _help it_ , Sam! It feels too nice..." He grins behind his paws, the small rumbling growing louder as Sam pets at his stomach and he lets out a relieved groan. 

"Does it hurt, little buddy? Anything achin' too badly?" 

Max shakes his head behind his paws. "Nothin' I can't stand, Sam. It ain't too bad, my stomach's just crampin' a little bit. Those wonderful hand of yours are helpin', though." He admits with another purr. "I can't really move right now but uh... how are ya doin', big guy? Enjoy yourself?" 

He runs his hand again over the fur on his stomach, massaging gently and making him cry out these awfully embrassing sounds in relief.

He swears his pal's got magic hands or somethin', always makes him feel better.

"Yeah, Max, that's just about the understatement of the _century_ but yeah." He laughs. "I'd say I enjoyed that." 

Max giggles through his feverish afterglow. "Heh, me too, Sam." He doesn't turn his head, but Sam hovers over him and he grins up at him before his partner is kissing him again. 

It's short and sweet, and when Sam pulls away he feels the hand on his stomach move again in small strokes. He let's out a particularly loud purr to show his appreciation, giggling again as he eyes the ceiling. 

He feels a bit better, and he knows they've absolutely tarnished the thin sheets underneath them, but he still doesn't want to move at all. 

They should shower, he can sniff out the smell of sex lingering in the stale air around them. 

Max groans, sitting up with a wince and holding his stomach with one paw. " _Ow_ ," He whines, and Sam leans over to kiss at his head. 

"You okay? Was that your uh..." He trails off with a nervous stammer and Max nods.

"Mm, first time gettin' _railed_ like that? Yeah." 

He laughs when Sam just sighs. "If that's uh, how ya wanna put it..." 

The lagomorph goes to move from the bed but a sharp pain holds him back and he only makes it far enough to dangle his legs off of the side. He bites back a whimper.

_Christ_ , he's never felt it this bad, even after experimenting at home. Suppose he's never taken somethin' like _that_ though. It's a very distinct type of ache, and it's familiar enough that he doesn't worry about it. He just needs a minute, he's felt it enough times before to know that. Must've showed something on his face, though, because Sam's suddenly kneeling infront of him, gaze attentive and nervous as his eyes scan over the look on his face. "Max? Are ya okay?" 

He nods, and doesn't protest when Sam's suddenly holding onto his hand. "I'm okay, Sam, really." He laughs. "Just sore, I've never takin' somethin' that uh..." He stammers, and even he's blushing at the turn of phrase. " _Big_ before, just gotta get used to it." 

Sam nods, nuzzling his muzzle into his shoulder and kissing sweetly at his neck with a muffled little whimper. " _Sam_ ," He laughs softly, stroking at his soft ears. The poor guy sounds so _guilty_ , acting like a bit of pain is the end of the world or somethin'. "I'm okay! I _promise_ , ya didn't hurt me or nothin' like that." Sam pulls back and eyes him with those puppy-dog eyes of his, looking him over like he's trying to figure out if Max is being honest or not.

He pulls Sam in close by his face for another short kiss, smiling at him when they pull apart. "I'm _fine_ , I swear, Sam." He says, so softly it's barely above a whisper, searching his eyes with a small smile. "I just need a minute and then we'll go shower, 'kay?" 

Sam nods, giving him a soft lick on his cheek that makes Max giggle so much that his stomach is cramping back up again. His pal flushes, stammering when he pulls away from him and stands by the bed. "Uh, sorry, little buddy." He rubs at the back of his neck sheepishly. "Don't know what came over me." 

Max grins up at him. "It's _fine_ , Sam!" He laughs. "Really, I think it's sweet! You're like a cute little puppy sometimes, it's _adorable_!"

His partner flushes with a nervous smile. "That's awful sweet of ya, Max." Sam sits next to him, and just lets out a little laugh when Max leans against his side. He wraps his arm around him, kissing at his head when Max giggles and nuzzles against him. "Feelin' okay, little buddy?"

Max grins up at him. "I feel _great_ , Sam! Just a little sore, but that ain't anything unsual!"

Sam hums, running a paw through his fur with a small sigh as his eyes flutter closed.   
"Tired, Sam?" The canine flops back against the bed in response, and Max giggles. "I'll take that as a 'yes'! Really takes it outta ya, huh?" He teases, feeling the ache in his middle ease a bit as he climbs ontop of him and rests his head against his fluffy chest. 

Sam wraps his arms around his back, stroking at it with the pads of his thumbs. "Comfortable?" He chuckles, and Max just nods against him. 

"Mm, you're so _soft_! It's why I love sleepin' on ya so much!" He laughs, rubbing his face into the plush fur with another soft purr. "And you're so _warm_ ," He giggles. "I'm tryin' not to get all sappy on ya so ya don't cry again," He teases with a little laugh, peeking up at Sam and smiling at him. "But _still_ , you're such a handsome man and I dunno how I got so lucky." 

Sam really does look like he's gonna cry, but he blinks back the tears and just lets Max kiss all over his face with another stifled whimper. "Heh, don't look so _shy_ , Sam! It's the truth!" He giggles, holding at his face with one paw and relishing in just how _red_ Sam is getting. 

He swears the guy was actually less flushed during it, and it's so goddamn adorable that his stomach is fluttering again when he just _looks_ at him. Honestly, he feels like a lovesick teenager or something, it's kind of embrassing.

He can't find it in him to care much about that now though, not when Sam is looking at him the way he is. "You're not too bad yourself, Max." Sam mutters, voice rough with the aftermath in a way that makes Max flush all over again.

"Ya wanna go shower, Sam?" He mumbles after a moment or two in the silence, and Sam nods.

"Yeah, little buddy. Say, uh..." He glances around the room. "What time is it?" 

The lagomorph jumps up, searching for a clock and not finding one. He bounds over to Sam's discarded pants and digs out his phone from within the pile. "Uhh..." He flips it open. "Holy _shit_ ," He mutters under his breath. "What time did we get here, Sam?"

The canine sits up, rubbing at his eyes. "Around 1 am, I think. Why?"

Max laughs, still staring down at the screen in his hand. "Uh, how long was I in the shower earlier? I thought it was like twenty minutes or somethin'."

He hums. "At least an hour, Max, maybe more..." He pauses, thinking it over. "Say, what _were_ ya doin' in there anyways?" He shakes his head. "Y'know what, doesn't matter. Why do ya ask?" 

The lagomorph shows him the screen, exclaiming with disbelief. "It is _4 am_ , Sam!" 

The canine groans, pawing at his face and then letting out a tired laugh. "Okay, _well_..." He sighs. "We'll shower in the mornin' before we head out. We've gotta get outta here by eight, so let's uh," He falls back onto the bed again. "Sleep."

Max grins up at him, jumping back onto the bed and curling up at his side. "So uh," Sam mumbles, arm around him. "I know I said it didn't matter but I'm curious..." Max peaks up at him. "What took ya so long in the shower?" He chuckles, running a hand over his back. "Were ya brushin' that pretty fur of yours or somethin'?"

The lagomorph laughs, shutting his eyes again and nuzzling into Sam's side when he wraps his arm around him and strokes at his back. "Oh, Sam," He purrs. "Ya _really_ don't wanna know."


End file.
